**Exhibit 10.10**

 

**THIS AGREEMENT**is made on 27 October 2003 **BETWEEN****(1)****NTL TRUST LTD**a companyincorporated under the laws of Nevis and its assigns (**the Sellers**) and (2) **MARINE GROUP INTERNATIONAL INC.**ofBalboa Plaza Building, Of. 522, Panama, Republic of Panama and its assigns (**the Buyers**)

 

# **Recital of the background**

1                                          The Sellers wish to sell and the Buyers wish to buy an ROV Abyssus500 and the equipment and machinery relating to the said ROV (**the ROV**) presently lying on board the MotorVessel NORTHERN HORIZON in the port of Liverpool, United Kingdom for an agreedprice of USD 1,830,000 (one million eight hundred and thirty thousand UnitedStates Dollars) (**the Price**).

# **Terms of the Agreement**

2                                          The Buyers will pay the Price to the Sellers by way of exchange ofstock and loan notes.

3                                          The Buyers has had an opportunity to inspect the ROV which is soldon a strictly “as is where is basis” and the Buyers have accepted the ROVwithout inspection of the ROV and the sale is outright and definite subjectonly to the terms and conditions of this Agreement.

4                                          The closing shall take place in London when in exchange of thepayment of the purchase price the Sellers shall deliver to the Buyers a bill ofsale dated no later than 31 December 2003 duly executed by the Sellers warrantingthat the ROV is sold free of all encumbrances, mortgages, debts or claims,except for a first mortgage specifically granted by the buyer to NTL Trust LTD,but without any warranty as to condition duly notarially attested and legalisedby apostille or such other form of legalisation as the Buyers shall requestprior to the closing together with all technical and commercial papers relatingto the operation of the ROV which are in the Sellers’ possession.

5                                          At the time of delivery the Sellers and the Buyers shall sign anddeliver to each other a Protocol of Delivery and Acceptance confirming the dateand time of delivery of the ROV from the Sellers to the Buyers.

6                                          The ROV shall be at the Sellers’ risk and expense until it isdelivered to the Buyers, but subject to the terms and conditions of thisAgreement the ROV shall be delivered and taken over as it was at the time ofinspection, fair wear and tear excepted. The Buyers are fully aware of the age of the ROV and that it has notbeen in recent use.

7                                          This Agreement shall be governed by and construed in accordance withthe laws of Nevis, and any dispute arising out of or in connection with thisContract shall be referred to the courts in Nevis.

 

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IN WITNESS whereof the parties have executedthis Agreement as a Deed on the date set out above

 
| /s/ Joan Nesbitt                                                                                   |   |
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| Signed as its deed on behalf of the Sellers**NTL Trust Ltd**  In the presence of:                  |
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| Witness                                                                                            |
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| /s/ Sarah Nunez                                                                                    |   |
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| Signed as its deed on behalf of the Buyers**Marine Group International Inc.**  In the presence of: |
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| Witness                                                                                            |

 

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